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NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Aha, as follows: Section 1. The City shall proceed to prepare, or cause to be prepared, the documentation necessary for the City to issue, at one time or from time to time, an aggregate of not to exceed $34,000,000 principal amount of health facility revenue bonds of the City (the "Notes") to finance the Project; provided that, prior to commencing such preparation, the City and the Corporation shall have entered into a letter agreement in substantially the form attached hereto as Exhibit A, with such additions or deletions as are considered necessary or appropriate by the City Manager of the City and the Executive Director of the Corporation, and the City Manager of the City is hereby authorized to execute said letter agreement for and in the name and on behalf of the City. Section 2. The Notes shall be payable solely from the revenues to be received by the City pursuant to a loan or other agreement(s) to be entered into by the City and the Corporation in connection with the financing of the Project, and shall not be deemed to constitute a debt or liability of the City under any constitutional, charter or statutory debt limitation. Neither the faith and credit nor the taxing power of the City shall be pledged to be payment of the principal of or interest on the Notes. Section 3. Issuance of the Notes shall be subject to the following conditions: (a) the City and the Corporation shall have first agreed to mutually acceptable terms for the Notes and the sale and delivery thereof and mutually acceptable terms and conditions for the loan or other agreement(s) for the financing of the Project, and (b) all requisite governmental approvals with respect to any portion of the Project shall have first been obtained before any Note proceeds are expended for any such portion of the Project, and (c) the Corporation shall agree to pay to the City from the proceeds of the Notes an administrative fee of $42,500. Section 4. The approval of the issuance of the Notes shall in no way constitute or imply regulatory approval or be used as evidence in any proceeding for regulatory approval of any facilities to be financed with the proceeds of the Notes.